You are here » Home » Companies » Company Overview » Satyam Silk Mills Ltd

Satyam Silk Mills Ltd.

BSE: 503893 Sector: Financials
NSE: N.A. ISIN Code: INE07MC01015
BSE 05:30 | 01 Jan Satyam Silk Mills Ltd
NSE 05:30 | 01 Jan Satyam Silk Mills Ltd

Satyam Silk Mills Ltd. (SATYAMSILKMILL) - Director Report

Company director report

TO THE MEMBERS

SATYAM SILK MILLS LIMITED

Your Directors have pleasure in submitting their 38th AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31stMarch 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year under reviewalong with previous year's figures are given hereunder:

(Audited)

(Amount in Rs. )

Particulars Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
Total Revenue 308002 575898
Profit before Interest Tax & Depreciation (2906976) (2870658)
Less: Depreciation 902 954
Profit before Tax (2907878) (2871612)
Profit before Tax after Extraordinary Items (2907878) (2871612)
Less: Provision for Income Tax
i) Current Tax - -
ii) Deferred Tax 377540 -
iii) Mat Credit - -
iv) Exceptional Item - -
Net Profit/ (Loss) (3285419) (2871612)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Total Income for the financial year 2020-2021 is Rs. 308002 andthe total income of the Previous financial year 2019-2020 was Rs. 575898. During theYear the Company was in loss of Rs. 3285419 against the loss of previous year of Rs.2871612. However the Board is confident that Company will be able to generate profit innear future.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

The Company is presently engaged in activities of investment in sharesand securities and renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during theyear.

5. DIVIDEND

No Dividend is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review there has been no any change in the paidCapital of the Company. The paid-up capital of the Company stood at 735000 Equity Sharesof Rs. 10/- each.

However the Board of Directors of your Company in its meeting held on27th July 2021 proposed to reclassify and increase the Authorised ShareCapital of the Company as follows:

i) The existing Authorized Share Capital of the Company i.e. Rs.10000000 (Rupees One Crore) divided into 800000 (Eight Lacs) Equity Shares of Rs.10/- each and 20000 Preference Shares of Rs. 100 each be and is hereby reclassified toRs. 10000000 (Rupees One Crore) comprising of 1000000 (Ten Lakhs) Equity Shares ofRs. 10/- each after cancelling the existing unissued preference share Capital comprisingof 20000 Preference Shares of Rs. 100 each.

ii) The existing Authorised Share Capital of the Company be and ishereby increased by Rs. 38000000/- (Rupees Three Crores Eighty Lakhs) i.e. from Rs.10000000/- (Rupees One Crore) to Rs. 48000000 (Rupees Four Crores Eighty Lakhs)comprising of 4800000 (Forty Eight Lakhs) equity shares of face value of Rs. 10/- each.

7. TRANSFER TO GENERAL RESERVE

During the year under review your directors have not transferred anyamount to general reserves for the financial year 2020-21.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act 2013deposits / dividend remaining unclaimed for a period of seven years from the date theybecome due for payment have to be transferred to Investor Education & Protection Fund(IEPF) established by the Central Government.

During the year under review there has been no any unclaimeddeposit/dividend remaining to transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2020-21 your Company has not accepted anydeposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014 as amended upto date.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimumblend of Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN:07167937) Director retires at this Annual General Meeting and being eligible offersherself for reappointment.

The Board of Directors of the Company at its meeting held on the 7thMay 2021 appointed Ms. Disha Rajkumar Jain (DIN: 07716625) as an Additional(Non-Executive Independent) Director with effect from the said date. Pursuant to theprovision of the section 161 of the Companies Act 2013 Ms. Disha Rajkumar Jain (DIN:07716625) holds office upto the date of this Annual General meeting of the Company. Anotice has been received from her proposing her candidature for the office of Director ofthe Company.

Ms. Disha Rajkumar Jain (DIN: 07716625) have given the declaration tothe Board that she meet the criteria of the Independence as provided in section 149(6) ofthe Companies Act 2013. In the opinion of the board he fulfill the conditions asspecified in the Act and Rules made thereunder for appointment as an IndependentDirector.

The Board of Directors had resolved that Mr. Nikunj Hasmukh Shah (DIN:00597216) whose 1st Term as an Independent director had expired on 30.03.2020 and hasbeen appointed as an Independent Director of the Company for further period of 5 years(2nd Term). As per the provisions of Section 161(1) of the Companies Act 2013 (“theAct”). The Company has received a notice in writing under Section 160(1) of the Actproposing his name as a Director.

Mr. Nikunj Hasmukh Shah (DIN: 00597216) have given the declaration tothe Board that he meet the criteria of the Independence as provided in section 149(6) ofthe Companies Act 2013. In the opinion of the board he fulfill the conditions asspecified in the Act and Rules made thereunder for appointment as an IndependentDirector.

All the Directors possess the requisite qualifications and experiencein general corporate Management finance banking and other allied fields which enablethem to contribute effectively to the Company in their capacity as Directors of theCompany.

The Composition of the Board of Directors as on March 31 2021 asfollows:

Name Category Designation Date of appointment Directorship in other Listed Companies Chairmanship of Committees of Board of other Companies Membership of Committees of Boards of other companies
Mr. Raj Kumar Hari Prasad Sarawgi Executive and Non Independent Director Whole Time Director 14th October 2005 - - -
Ms. Deepa RupeshBhavar Non Executive and Non Independent Director Non Executive Director 29th May 2015 3 - 3
Ms. Disha Rajkumar Jain Non Executive and Independent Director Independent Director 7th May 2021 - - -
Mr. Nikunj Hasmukh Shah Non Executive and Independent Director Independent Director 31st March 2015 3 3 3

11. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 In additionto Managing Director the Company has employed the Company Secretary and Chief FinancialOfficer of the Company as Key Managerial Personnel.

Following were the KMP during the Financial Year ended 31st March 2021

Name and designation Date of Change
Ms. Apoorva Jain Company Secretary and Compliance officer -
Mr. Mahesh Vijay Kachwal Sharma Chief Financial officer -

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director as on date:

Audit Committee

Nomination & Remuneration Committee Stakeholder RelationshipCommittee

Details of all the above Committees of the Board are as follows;-

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisionsof Section 177 of the Companies Act 2013.

The Audit Committee of your Company comprises of the followingmembers:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members areIndependent Directors. Members of the Audit Committee possess financial/accountingexpertise/ exposure.

During the year under review there was no such recommendation of theAudit Committee which was not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliancewith the provisions of Section 178 of the Companies Act 2013 which amongst others isresponsible for identifying and recommending persons who are qualified to become directorsor appointed as part of senior management of the Company and laying down remunerationpolicy.

The Nomination and Remuneration Committee of your Company comprises ofthe following Directors as members:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members areIndependent Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder's Relationship Committeeto redress the complaints of the shareholders.

The Stakeholder Relationship Committee of your Company comprises of thefollowing Directors as members:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members areIndependent Directors.

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTDIRECTOR APPOINTED DURING THE YEAR.

During the financial year 2020-21 No independent Director wasappointed. However The Board of Directors has considered the integrity expertise andexperience (including the proficiency) of Mr. Disha Rajkumar Jain (DIN: 07716625) who wasappointed as an Independent Director in its meeting held on 7th May 2021.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. Internal financial control means the policies and proceduresadopted by the Company for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (“SEBI LODR Regulations”) is given separately forming part ofthis Annual Report.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Croreand Net Worth of the Company is less than Rs. 25.00 Cr the Provisions of CorporateGovernance are not applicable on the Company in terms of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure requirement) Regulations 2015.

17. AUDITORS

(i) Statutory Auditors

M/s. Joy Dalia & Co Chartered Accountants Mumbai (ICAIRegistration No. 104460W) existing Statutory Auditors have tendered their resignationfrom the position of Statutory Auditors on 15th June 2021 due to their pre-occupationresulting into a casual vacancy in the office of Statutory Auditors of the Company asenvisaged by section 139(8) of the Companies Act 2013 ("Act"). Accordingly theAudit Committee the Board of Directors of the Company have recommended that M/s. SVP& Associates Chartered Accountants (ICAI Registration no. 003838N) Mumbai may beappointed as the Statutory Auditor of the Company to fill the casual vacancy caused by theresignation of M/s. Joy Dalia & Co Chartered Accountants Mumbai.

M/s. SVP & Associates Chartered Accountants (ICAI Registration no.003838N) have conveyed their consent to be appointed as the Statutory Auditors of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under the Companies Act 2013. Accordingly OrdinaryResolution is submitted to the meeting for the consideration and approval of members. Noneof the Directors Key Managerial Persons or their relatives in any way concerned orinterested in the said resolution. Further the Audit Committee the Board of Directors ofthe Company recommended that M/s. SVP & Associates Chartered Accountants (ICAIRegistration no. 003838N) Mumbai may also be appointed as the Statutory Auditor of theCompany for a period of 5 (Five) years from the conclusion of this Annual General Meetingtill the conclusion of the 43rd Annual General Meeting hereafter. M/s. SVP &Associates have conveyed their consent to be appointed as the Statutory Auditors of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under the Companies Act 2013. Accordingly OrdinaryResolution is submitted to the meeting for the consideration and approval of members.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar prop of M/s Pusalkar & Co. Practicing CompanySecretary (Firm Unique Code S2020MH771800) was appointed as Secretarial Auditor by theBoard of Directors for the financial year 2020-21 and his report is attached separately tothis report. The Board ensures the Compliances with respect to observation mentioned inthe report in the future.

18. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act 2013and rules framed thereunder your Company has appointed M/s. S. Sharda & AssociatesChartered Accountants as an Internal Auditors of the Company for the Financial year2020-21 and takes their suggestions and recommendations to improve and strengthen theInternal Control Systems.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor ofthe Company have not reported any frauds to the Audit Committee or to the Board ofDirectors under Section 143(12) of the Companies Act 2013 including rules madethereunder.

20. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standard issued by the Institute of Company Secretaries of India(ICSI) {SS 1 and SS2} respectively relating to meetings of Board and Committees which havemandatory applications.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION

OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.

a) Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various initiativesand directions of both central and State(s) Government from time to time including JantaCurfew and subsequent nationwide lock down the operations of the Company were suspendedat its office from March 22 2020 which has impacted a bit the operations of the Companyduring the financial year 2020-21.

b) Material Impact of COVID-19 on Capital and Financial Position

As regards financial resources the financial aid if received woulddefinitely help us to survive in near future. This will affect the profitability for theyear 2021-22 which is at lower level due to the impact of COVID-19 lockdown. None of ourAssets got impaired due to COVID -19 effects till date.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in respect of conservation of energy technology absorption is not applicable to theCompany as the Company is not involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities.Foreign exchange earnings and outgo of the Company are Nil during the financial year 2020-21.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable on your Company.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013

There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review and hence thesaid provision is not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC 2 is furnished as an annexure to this reportwith respect to contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification reservation or adverse remarks made by theeither by the Auditors.

27. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENTPAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination andRemuneration Policy to govern the appointment and payment of remuneration to directors andKMPs. The said policy is available on website www.satyamsilkmill.com.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies(Management andAdministration) Rules 2014 the relevant extract of the Annual Return as at 31st March2021 is set out as an Annexure to this Report. The Extract of Annual Return for theFinancial Year ended 31st March 2021 is also available on the Company's websitewww.satyamsilkmill.com.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 5 (Five) Board meetings during the financial yearunder review.

30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany during the financial year 2020-21.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as an Independent Directors underthe provisions of the Companies Act 2013 and the relevant rules.

32. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Companyhas developed and implement the Risk Management Policy for the Company includingidentification therein of elements of risk if any which is in the opinion of the Boardmay threaten the existence of the Company. These are discussed at the meeting of the AuditCommittee and the Board of Directors of the Company.

At present the Company has not identified any element of risk whichmay threaten the existence of the Company.

33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGILMECHANISM

The Company has established a vigil mechanism and overseas through theAudit committee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee for reporting issues concerning the interests of coemployees and the Company. The Whistle Blower Policy is available on the website of thecompany viz. www.satyamsilkmill.com.

34. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the yearunder review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the yearunder review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing whichexamines both the design effectiveness and operational effectiveness to ensure reliabilityof financial and operational information and all statutory / regulatory compliances. TheCompany has a strong monitoring and reporting process resulting in financial disciplineand accountability.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

No significant and material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operationsin future.

37. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who arein receipt of Remuneration which requires disclosures under Section 134 of the CompaniesAct 2013 and Companies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees iscordial.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the premises of the Company. Your Companyalways endeavours to create and provide an environment that is free from discriminationand harassment including sexual harassment.

In view of the same your Company has adopted a policy on preventionprohibition and redressal of Sexual Harassment at Workplace in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the rules framed there under for prevention and redressal of complaints ofsexual harassment at workplace.

During the year under review your Company has not received anycomplaint from any of its employee hence no complaint is outstanding for redressal.

39. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulatedEvaluation Policy during the year which was approved by the Board of Directors. ThePolicy provides for evaluation of the Board the Committee of the Board and individualDirectors including the Chairman of the Board.

The policy provides that evaluation of the performance of the Board asa whole Board Committees and Directors shall be carried out on an annual basis.

40. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors toprovide detailed understanding of the activities of the company including specificprojects either at the meeting of the Board of Directors or otherwise. The inductionprocess is designed to build an understanding of the company's business and themarkets to equip the Directors to perform their role on the Board effectively. IndependentDirectors are also taken through various business situations nature of the industrybusiness model etc by way of presentations and discussions. The details of directorsinduction and familiarisation are available on the company's website atwww.satyamsilkmill.com.

41. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)and declarations as to compliance with the Code of Conduct of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

.